[S-1/A] Vaxart, Inc. Amends IPO Registration Statement

Rhea-AI Filing Summary

Vaxart, Inc. filed Amendment No. 1 to its registration statement on Form S-1 as an exhibits-only update. The amendment leaves the main prospectus unchanged and adds the facing page, an explanatory note, Part II information, signatures, and a detailed exhibit index.

The filing estimates issuance and distribution costs for the common stock being registered at about $115,000, including a $3,477.32 SEC registration fee, $20,500 in accounting fees, $85,000 in legal fees, and other miscellaneous expenses. It also describes indemnification provisions for directors and officers under Delaware law and restates standard Securities Act undertakings related to post-effective amendments and liability.

S-1 Filings Explained: Reading an IPO Registration →

As filed with the Securities and Exchange Commission on May 15, 2026 

Registration No. 333-295737       ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933 

VAXART, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization)​ ​ 2836 (Primary Standard Industrial
Classification Code Number)​ ​ 59-1212264 (I.R.S. Employer
Identification Number)

310 Utah Avenue, Suite 150

South San Francisco, CA 94080
(650) 550-3500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Steven Lo

Chief Executive Officer

310 Utah Avenue, Suite 150

South San Francisco, CA 94080

(650) 550-3500

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies to: 

Faith L. Charles
Thompson Hine LLP

300 Madison Avenue, 27th Floor

New York, NY 10017

(212) 908-3905

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
​	​	Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-1 (File No. 333-295737) of Vaxart, Inc. (the “Registration Statement”) is being filed as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS 

ITEM 13. Other Expenses of Issuance and Distribution. 

The following table sets forth the costs and expenses, payable by the Company in connection with the registration and sale of the common stock being registered. All amounts are estimates except the SEC registration fee.

​		Amount
SEC registration fee		$	3,477.32
Accounting fees and expenses			20,500
Legal fees and expenses			85,000
Miscellaneous			6,052.00
Total expenses		$	115,000

ITEM 14. Indemnification of Directors and Officers. 

The Delaware General Corporation Law and certain provisions of our certificate of incorporation and bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our certificate of incorporation, bylaws and to the statutory provisions.

In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe their actions were unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of the board of directors, by legal counsel, or by a vote of the stockholders, that the applicable standard of conduct was met by the person to be indemnified.

The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, unless the court determines otherwise, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable to the corporation.

Indemnification may also be granted pursuant to the terms of agreements which we are currently party to with each of our directors and executive officers, agreements which we may enter into in the future or pursuant to a vote of stockholders or directors. Delaware law and our certificate of incorporation also grant the power to us to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. There is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 15. Recent Sales of Unregistered Securities. 

None.

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ITEM 16. Exhibits 

(a) The following exhibits are filed herewith as part of this registration statement:

EXHIBIT INDEX

				Incorporated by Reference
Exhibit Number		Description of Document		Schedule/Form		File Number		Exhibit		Filing Date
2.1		Agreement and Plan of Merger and Reorganization dated October 27, 2017, by and among Aviragen Therapeutics, Inc., Vaxart, Inc. and Agora Merger Sub, Inc.		8-K		001-35285		2.1		October 30, 2017
2.2		Amendment No. 1, dated as of February 7, 2018, to the Agreement and Plan of Merger and Reorganization dated October 27, 2017, by and among Aviragen Therapeutics, Inc., Vaxart, Inc. and Agora Merger Sub, Inc.		8-K		001-35285		2.1		February 7, 2018
3.1		Restated Certificate of Incorporation of Aviragen Therapeutics, Inc.		10-K		001-35285		3.1		September 13, 2016
3.2		Certificate of Amendment to Restated Certificate of Incorporation of Aviragen Therapeutics, Inc.		8-K		001-35285		3.1		February 20, 2018
3.3		Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc.		8-K		001-35285		3.2		February 20, 2018
3.4		Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc.		8-K		001-35285		3.1		April 24, 2019
3.5		Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc.		8-K		001-35285		3.1		June 9, 2020
3.6		Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc.		Form 10-Q		001-35285		3.3		August 8, 2022
3.7		Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc.		8-K		001-35285		3.1		June 13, 2024
3.8		Amended and Restated By-laws of Vaxart, Inc., effective as of October 18, 2023		8-K		001-35285		3.1		October 23, 2023
4.1		Reference is made to Exhibits 3.1 to 3.8
4.2		Specimen Common Stock Certificate		S-3		333-228910		4.2		December 20, 2018
4.3		Form of Pre-Funded Warrant (April 2019)		S-1		333-229536		10.25		February 6, 2019
4.4		Form of Common Stock Warrant (April 2019)		S-1/A		333-229536		4.4		April 8, 2019
4.5		Form of Representative Warrant (April 2019)		S-1/A		333-229536		4.5		April 8, 2019
4.6		Form of Pre-Funded Warrant (September 2019)		S-1		333-233717		4.3		September 11, 2019
4.7		Form of Common Stock Warrant (September 2019)		S-1		333-233717		4.4		September 11, 2019
4.8		Form of Representative Warrant (September 2019)		S-1/A		333-233717		4.5		September 24, 2019
4.9		Form of Common Stock Warrant (March 2020)		8-K		001-35285		4.1		March 2, 2020
4.10		Form of Placement Agent Warrant (March 2020)		8-K		001-35285		4.2		March 2, 2020
4.11		Description of Securities of the Registrant		10-K		001-35285		4.11		March 13, 2026
4.12		Amended and Restated Warrant issued to Oxford Finance LLC, dated February 13, 2018		8-K		001-35285		10.2		February 20, 2018
5.1**		Opinion of Thomspon Hine LLP
10.1 +		Collaboration and License Agreement dated September 29, 2003, between Biota Holdings Limited and Sankyo Co., Ltd.		10-Q		001-35285		10.5		May 10, 2013
10.2 +		Amendment #1 to Collaboration and License Agreement dated June 30, 2005, between Biota Holdings Limited, Biota Scientific Management Pty. Ltd. and Sankyo Company, Ltd.		10-Q		001-35285		10.6		May 10, 2013
10.3		Amendment #2 to Collaboration and License Agreement, dated March 27, 2009, between Biota Holdings Limited, Biota Scientific Management Pty. Ltd. and Daiichi Sankyo Company, Limited		10-Q		001-35285		10.7		May 10, 2013

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10.4 +		Commercialization Agreement dated March 27, 2009, between Biota Holdings Limited, Biota Scientific Management Pty. Ltd and Daiichi Sankyo Company, Ltd.		10-Q		001-35285		10.8		May 10, 2013
10.5 +		Contract dated March 31, 2011, between Biota Scientific Management Pty. Ltd. and Office of Biomedical Advanced Research and Development Authority within the Office of the Assistant Secretary for preparedness and Response at the U.S. Department of Health and Human Services		10-Q		001-35285		10.9		May 10, 2013
10.6 +		Research and License Agreement dated February 21, 1990, by and among Biota Scientific Management Pty. Ltd., Biota Holdings Limited, Glaxo Australia Pty. Ltd. and Glaxo Group Limited		10-K		001-35285		10.6		September 27, 2013
10.7 #		2007 Omnibus Equity and Incentive Plan (included as Appendix A to the proxy statement)		DEF 14A		000-04829		-		April 12, 2007
10.8 #		Form of Employee Stock Option Agreement under the 2007 Omnibus Equity and Incentive Plan		8-K		001-35285		10.1		December 10, 2013
10.9 +		Royalty Interest Acquisition Agreement by and between Aviragen Therapeutics, Inc., Biota Holdings Pty Ltd, Biota Scientific Management Pty. Ltd. and HealthCare Royalty Partners III, L.P. dated April 22, 2016		8-K		001-35285		10.1		April 26, 2016
10.10		Protective Rights Agreement between Aviragen Therapeutics, Inc. and HealthCare Royalty Partners III, L.P. dated April 22, 2016		8-K		001-35285		10.2		April 26, 2016
10.11 #		Form of Employee Stock Option Agreement under the 2016 Equity Incentive Plan		10-Q		001-35285		10.1		May 8, 2017
10.12 #		2016 Equity Incentive Plan (included as Appendix A to the proxy statement)		DEF 14A		001-35285		-		September 27, 2016
10.13 #		Director Stock Option Agreement		S-4		333-222009		10.22		December 12, 2017
10.14		Form of Indemnification Agreement by and between Vaxart, Inc. and its Directors and Executive Officers		8-K		001-35285		10.3		February 20, 2018
10.15 #		Vaxart, Inc. Amended and Restated 2007 Equity Incentive Plan, Stock Option Agreement, form of Notice of Stock Option Grant, form of Additional Terms and Conditions to Option and Stock Option Exercise Agreement		S-4/A		333-222009		10.24		December 29, 2017
10.16		Industrial Lease dated October 28, 2013, by and between Vaxart, Inc. and Oyster Point LLC		S-4/A		333-222009		10.26		December 29, 2017
10.17		Lease Agreement dated April 17, 2015, by and between Vaxart, Inc. and CRP Edgewater, LLC		S-4/A		333-222009		10.27		December 29, 2017
10.18 #		Severance Benefit Plan and Form of Severance Benefit Plan Participation Notice		8-K		001-35285		10.1		June 6, 2018
10.19 #		2019 Equity Incentive Plan, as amended		8-K		001-35285		10.1		June 21, 2021
10.20 #		Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the 2019 Equity Incentive Plan		S-8		333-239727		10.2		July 7, 2020
10.21 #		Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan		8-K		001-35285		10.3		April 24, 2019

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10.22 +		Manufacturing Services Agreement dated July 17, 2019, by and between Vaxart, Inc. and Lonza Houston, Inc.		S-1/A		333-233717		10.30		September 24, 2019
10.23		First Amendment to Lease Agreement dated September 17, 2019, by and between Vaxart, Inc. and HCP Inc.		8-K		001-35285		10.1		September 19, 2019
10.24 #		Offer Letter, dated May 1, 2006, by and between the Company and Dr. Sean Tucker		10-Q		001-35285		10.2		May 12, 2020
10.25 #		Letter Agreement, dated June 14, 2020, between Vaxart, Inc. and Andrei Floroiu		8-K		001-35285		10.2		June 15, 2020
10.26 +		Master Services Agreement, dated April 17, 2020, by and between Vaxart, Inc. and Kindred Biosciences, Inc.		10-Q		001-35285		10.4		November 12, 2020
10.27 +		Statement of Work 003, dated September 11, 2020, under the Master Services Agreement, dated April 17, 2020, by and between Vaxart, Inc. and Kindred Biosciences, Inc.		10-Q		001-35285		10.5		November 12, 2020
10.28 +		Statement of Work 004, dated September 11, 2020, under the Master Services Agreement, dated April 17, 2020, by and between Vaxart, Inc. and Kindred Biosciences, Inc.		10-Q		001-35285		10.6		November 12, 2020
10.29		Sublease Agreement dated November 16, 2020, by and between Vaxart, Inc. and Vera Therapeutics, Inc.		10-K		001-35285		10.40		February 25, 2021
10.30		Lease Agreement, dated September 17, 2021, by and between Vaxart, Inc. and Britannia Pointe Grand Limited Partnership		8-K		001-35285		10.1		September 21, 2021
10.31		Second Amendment to Lease Agreement, dated September 17, 2021, by and between Vaxart, Inc. and Healthpeak Properties, Inc.		8-K		001-35285		10.2		September 21, 2021
10.32 #		Offer Letter, dated August 16, 2021, by and between the Company and James Cummings MD		10-Q		001-35285		10.4		November 4, 2021
10.33 #		Offer letter, dated January 18, 2022, by and between the Company and Edward Berg		10-K		001-35285		10.46		February 24, 2022
10.34 #		Non-Employee Director Compensation Program, effective as of April 1, 2022		10-Q		001-35285		10.2		May 9, 2022
10.35 #		Non-Employee Director Compensation Program, effective as of April 1, 2024		10-Q		001-35285		10.1		August 8, 2024
10.36 +		Pre-Challenge Study Services Agreement dated June 29, 2022, between the Company and hVIVO Services Limited		10-Q		001-35285		10.4		August 8, 2022
10.37 #		2019 Equity Incentive Plan		8-K		001-35285		10.1		June 13, 2024
10.38 #		2022 Employee Stock Purchase Plan		8-K		001-35285		10.2		June 13, 2024
10.39 #		Offer Letter, dated December 5, 2022, by and between the Company and Phillip Lee		10-K		001-35285		10.53		March 15, 2023
10.40 #		Amendment to Letter Agreement dated May 2, 2023, between Andrei Floroiu and Vaxart, Inc.		10-Q		001-35285		10.1		May 4, 2023
10.41 #		Amendment to the Vaxart, Inc. Severance Benefit Plan dated May 2, 2023		10-Q		001-35285		10.2		May 4, 2023
10.42 #		Letter Agreement, dated January 16, 2024, between Vaxart, Inc. and Michael J. Finney		8-K		001-35285		10.1		January 16, 2024
10.43		ASPR-BARDA Award/Contract, dated January 12, 2024, between Vaxart, Inc. and the U.S. Government through the Department of Health and Human Services		10-K		001-35285		10.59		March 13, 2024

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10.44		Securities Purchase Agreement, dated January 16, 2024, by and between Vaxart, Inc. and RA Capital Healthcare Fund, L.P.		8-K		001-35285		10.1		January 16, 2024
10.45 #		Separation Agreement, dated January 31, 2024, by and between the Company and Andrei Floroiu		8-K		001-35285		10.1		February 2, 2024
10.46 #		Vaxart, Inc. 2024 Inducement Award Plan		8-K		001-35285		10.1		February 29, 2024
10.47 #		Form of Restricted Stock Unit Award Grant Notice and Award Agreement		8-K		001-35285		10.2		February 29, 2024
10.48 #		Form of Stock Option Grant Notice and Stock Option Agreement		8-K		001-35285		10.3		February 29, 2024
10.49 #		Letter Agreement, between Vaxart, Inc. and Steven Lo		8-K		001-35285		10.1		March 6, 2024
10.50 ^		ATI-RRPV Base Agreement, dated May 6, 2024, between Vaxart Biosciences Inc. and Advanced Technology International (RRPV Consortium Management Firm)		10-Q		001-35285		10.2		August 8, 2024
10.51 ^		ATI-RRPV Project Award Agreement No. 001, dated June 13, 2024, between Vaxart Biosciences Inc. and Advanced Technology International (RRPV Consortium Management Firm)		10-Q		001-35285		10.3		August 8, 2024
10.52 ^		Modification No. 3, dated September 27, 2024, to the ATI-RRPV Project Award Agreement No. 001, dated June 13, 2024, between Vaxart Biosciences Inc. and Advanced Technology International (RRPV Consortium Management Firm)		10-Q		001-35285		10.3		November 13, 2024
10.53 ^		Modification No. 4, dated December 20, 2024, to the ATI-RRPV Project Award Agreement No. 001, dated June 13, 2024, between Vaxart Biosciences Inc. and Advanced Technology International (RRPV Consortium Management Firm)		10-K		001-35285		10.53		March 20, 2025
10.54 ^		Modification No. 5, dated February 7, 2025, to the ATI-RRPV Project Award Agreement No. 001, dated June 13, 2024, between Vaxart Biosciences Inc. and Advanced Technology International (RRPV Consortium Management Firm)		8-K		001-35285		10.1		February 10, 2025
10.55		Exclusive License and Collaboration Agreement, dated November 4, 2025, between Vaxart, Inc. and Dynavax Technologies Corporation.		10-Q		001-35285		10.1		November 13, 2025
10.56		Securities Purchase Agreement, dated November 4, 2025, between Vaxart, Inc. and Dynavax Technologies Corporation.		10-Q		001-35285		10.2		November 13, 2025
10.57		Lease Termination Agreement, dated December 18, 2025, by and between Vaxart, Inc. and Britannia Pointe Grand Limited Partnership.		10-K		001-35285		10.57		March 13, 2026
10.58*^		Purchase Agreement by and between the Company and Lincoln Park, dated April 16, 2026
10.59*^		Registration Rights Agreement by and between the Company and Lincoln Park, dated April 16, 2026
23.1 **		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm
23.2**		Consent of Thomspon Hine LLP (included in Exhibit 5.1)
24.1**		Power of Attorney. (included on the signature page of the initial filing of this registration statement.)

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document.

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101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

107** Calculation of Filing Fee Table

* ** Filed herewith Previously filed

# Management contract or compensation plan or arrangement

+ Confidential portions of this exhibit have been omitted and filed separately with the Commission pursuant to confidential treatment granted under Rule 24b-2 promulgated under the Exchange Act

^ Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted as (i) the Company has determined the omitted information is not material and (ii) the Company customarily and actually treats the omitted information as private or confidential

ITEM 17. Undertakings 

We hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such first use.

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on May 15, 2026.

		VAXART, INC.
	By:	/s/ STEVEN LO
Date: May 15, 2026		Steven Lo
		President and Chief Executive Officer

SIGNATURE		TITLE		DATE
/s/ STEVEN LO
Steven Lo		President and Chief Executive Officer, Director (Principal Executive Officer)		May 15, 2026
/s/ JEROEN GRASMAN
Jeroen Grasman		Chief Financial Officer (Principal Financial and Accounting Officer)		May 15, 2026
*
W. Mark Watson		Lead Independent Director		May 15, 2026
*
Kevin Finney		Director		May 15, 2026
*
Elaine J. Heron, Ph.D.		Director		May 15, 2026
*
David Wheadon M.D.		Director		May 15, 2026
*
James B. Breitmeyer, M.D., Ph.D.		Director		May 15, 2026

*         /s/ Jeroen Grasman, as attorney-in-fact

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